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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Debtor. Case No. 12-24882 ABC Chapter 11

MOTION FOR ENTRY OF AN ORDER EXTENDING THE DEADLINE UNDER SECTION 365(d)(4) OF THE BANKRUPTCY CODE TO ASSUME OR REJECT CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY; MEMORANDUM OF POINTS AND AUTHORITIES Cordillera Golf Club, LLC dba The Club at Cordillera (the "Debtor"), hereby moves the Court for entry of an order extending the deadline under section 365(d)(4) of Title 11 of the United States Code, as amended (the "Bankruptcy Code"), to assume or reject certain unexpired leases of nonresidential real property (this "Motion"). This Motion is based on the Memorandum of Points and Authorities below, the record in these cases, and the arguments, evidence and representations that may be presented at or prior to a hearing on this Motion. In support of this Motion, the Debtor respectfully states as follows: RELIEF REQUESTED The Debtor requests that this Court extend the deadline for the Debtor to assume or reject certain unexpired leases of nonresidential real property, including but not limited to the "leases" and agreements set forth on the attached Exhibit A (collectively, the "Leases"), to and including the date that is ninety (90) days after the initial 120-day period to assume or reject unexpired leases of non-residential real property pursuant to Section 365(d)(4)(B)(i) of the Bankruptcy Code which is January 22, 2013. The Debtor requires additional time to determine whether to assume or reject any of the Leases as the Debtor has not been in a position to assess each of the Leases and determine whether to assume or reject. As this Court is aware, the Debtor has been diligently operating its business and attending to the administration of the Case (defined below), while at the same time addressing a motion for change of venue and a motion to approve a chapter 11 trustee, and negotiating Debtor-in-Possession financing with Alpine Bank. These matters have dominated the Debtor's time and have collectively resulted in a global settlement of many of these disputes.

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The settlement includes that the Debtor will cooperatively work with the OCC (defined below) to propose a joint plan of reorganization in light of these events. Moreover, the Term Sheet (defined below), subject to the terms and conditions as further set forth therein and subject to Court approval, contemplates a sale of all of the Debtor's operating assets by December 2012 (the "Contemplated Sale"). In light of the Term Sheet entered into by the parties thereto, which resolves various contested issues in the Case (defined below), the period to assume or reject the Leases should be extended. The extension of time requested herein will allow the Debtor to timely consider whether it is economically advantageous to assume or reject the Leases in connection with the timing of the Contemplated Sale, as such Leases may or may not be assumed or rejected as part of such sale, thereby allowing the Debtor to maximize the value of the Debtor's Leases. In the Debtor's business judgment, it is not prudent for the Debtor to decide now whether to assume or reject the Leases in light of the Contemplated Sale. If the Debtor was forced to decide whether to assume or reject the Leases now, there will most likely be unnecessary administrative expenses including possible rejection claims. MEMORANDUM OF POINTS AND AUTHORITIES I. FACTUAL BACKGROUND A. Jurisdiction

This Court has jurisdiction over this matter under 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). The venue of the chapter 11 case is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief requested herein is section 365(d)(4) of the Bankruptcy Code. B. Procedural History

On June 26, 2012 (the "Petition Date"), the Debtor filed its voluntary petition for relief under chapter 11 of the Bankruptcy Code, in the United States Bankruptcy Court for the District of Delaware (the "Delaware Court") commencing bankruptcy case number 12-11893. On July 6, 2012, the United States Trustee filed its Notice of Appointment of Committee of Unsecured Creditors forming the Committee of Unsecured Creditors (the "OCC"). On July 16, 2012, venue was transferred to the United States Bankruptcy Court for the District of Colorado, commencing bankruptcy case number 12-24882-ABC (the "Case"). C. Term Sheet

On or about September 25, 2012, the Stipulation to Vacate Trial and Stay Discovery on Motion to Appoint a Chapter 11 Trustee was filed together with a Term Sheet entered into by and among the parties thereto, at Docket Entry No. 486-1 ("Term Sheet"). The Term Sheet

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contemplates, among other items, the sale of all of the Debtor's operating assets by December 2012. In light of the foregoing, and that all of the Debtor's operating assets will most likely be sold in the next few months, the Debtor believes it is in the best interest of the Debtor, the estate and its creditors for the Court to grant the extension of time to assume or reject the Leases to and including January 22, 2013, to allow the Debtor to assume or reject the Leases in connection with the Contemplated Sale. D. The Leases

The Debtor seeks herein to extend the deadline to assume or reject the Leases.1 The Leases include the office space leased by the Debtor, from which the Debtor runs the day to day operations of the business;2 and also the real property leased by the Debtor relating to a pro-shop located on the Short Course. Further, the Debtor is a lessee to three storage unit leases, which are used to store certain assets of the Debtor. The Leases also include real property use agreement(s) whereby the Debtor has certain rights to occupy or otherwise access real property such as provided in the Lodge & Spa Access Agreement (as defined on Exhibit A), which provides certain rights to access and use certain facilities and services at the Cordillera Lodge & Spa. The Leases further include certain real property use agreements whereby the Debtor has granted certain access rights to other parties as

While certain of the agreements listed as the Leases may not be titled and/or actually be a "lease" within Section 365(d) of the Bankruptcy Code, certain agreements are included herein and on Exhibit A under the heading "Lease" out of an abundance of caution in the event the Court ultimately determines that such agreements should be properly characterized as unexpired non-residential real property leases under Section 365(d)(4) of the Bankruptcy Code. Likewise, certain of the Leases included herein may not be unexpired non-residential real property leases and/or agreements, however, the Debtor includes such leases and/or agreements herein out of an abundance of caution; the Debtor will continue to investigate such leases and/or agreements and update the Court as appropriate and applicable. The Debtor reserves all rights regarding the characterization of the Leases and does not waive any remedies or rights related to the same. All Lease descriptions provided herein are subject to the terms and conditions as set forth in the respective Lease documentation.
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further set forth in the Property Use Agreement and the Course and Facility Access Agreement (each as defined on Exhibit "A").3 Requiring the Debtor to make a premature decision on the assumption or rejection the Leases at this time is not in the best interest of the Debtor, the estate or its creditors. II. ARGUMENT A. The Debtor Should Be Granted An Extension of Time To Assume Or Reject The Leases Pursuant to section 365(d)(4)(A)(i), the Debtor must assume or reject unexpired leases of nonresidential real property 120 days after the order for relief unless such period is extended. Section 365(d)(4) of the Bankruptcy Code provides as follows: (4)(A) Subject to subparagraph (B), an unexpired lease of nonresidential real property under which the debtor is the lessee shall be deemed rejected, and the trustee shall immediately surrender that nonresidential real property to the lessor, if the trustee does not assume or reject the unexpired lease by the earlier of (i) relief; or (ii) the date of the entry of an order confirming a plan. the date that is 120 days after the date of the order for

(B)(i) The court may extend the period determined under subparagraph (A), prior to the expiration of the 120-day period, for 90 days on the motion of the trustee or lessor for cause.

Included herein are certain leases and/or other agreements in which the Debtor appears to be a lessor or similar party which includes the Property Use Agreement and the Course and Facility Access Agreement. In light the apparent absence from Section 365(d) of the Bankruptcy Code of non-residential real property leases where a debtor is the lessor, the Debtor, out of an abundance of caution, includes herein leases and/or agreements in which the Debtor may be a lessor even though the Debtor may have the longer time period to assume or reject the same under Section 365(d)(2). See 3 Collier on Bankruptcy, p.365-49 (16th ed.). ("Because the special limits of section 365(d)(4) are inapplicable when the debtor is a lessor, the better approach would be to apply the rule of section 365(d)(2) to leases of nonresidential real property under which the debtor is lessor."). The Debtor reserves all rights regarding such leases and/or agreements and does not waive any remedies or rights related to such leases where the Debtor appears to be a lessor including the right to assume or reject under the time period set forth in Section 365(d)(2) of the Bankruptcy Code. See also, footnote 1, supra, regarding characterization of agreements as leases and reservation of all of Debtor's rights and remedies as to the same.

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.... 11 U.S.C. 365(d)(4). Accordingly, if a court finds that cause exists, the court may grant an extension of the initial 120 day period allotted to a debtor under the Bankruptcy Code to assume or reject nonresidential real property leases. Pursuant to section 365(d)(4)(A)(i), the current deadline for the Debtor to assume or reject the Leases, as applicable, is the earlier of (i) October 24, 2012, or (ii) the date of the entry of an order confirming a plan. This is the Debtor's first request for such an extension. Thus, the Court may grant the requested extension of time without the prior written consent of each of the Debtors' landlords. B. Consideration of Relevant Factors Demonstrates that Cause Exists to Grant the Debtor's Requested Extension The term "cause," as used in section 365(d)(4) of the Bankruptcy Code, is not defined in the Bankruptcy Code. In determining whether cause exists for an extension of the initial 120 day period, courts have relied on a non-exhaustive list of factors, including: (1) whether the lease is a primary asset of the Debtor; (2) whether amounts due under the lease are being paid; (3) whether there will be any potential prejudice to the landlord from noncompensable damages by a debtor's continued occupation of the lease; (4) whether the case is unusually large or complex; and (5) any other factors that demonstrate the lack of a reasonable period of time for the trustee, or debtor, to decide whether to assume or reject. See In re C.W. Mining Co., 2009 Bankr. LEXIS 1527, *41-41 (Bankr. D. Utah, 2009); see e.g., In re Beautyco, Inc., 307 B.R. 225, 231 (Bankr. N.D. Okla. 2004); see e.g., South St. Seaport L.P. v. Burger Boys, Inc. (In re Burger Boys, Inc.), 94 F.3d 755, 760-61 (2d Cir. 1996). In this Case, the foregoing factors weigh heavily in favor of granting the requested extension. In light of the settlement documented in the Term Sheet, which remains subject to Court approval, and the Contemplated Sale, it is premature to take any action regarding the Leases. It is too soon to know whether the Contemplated Sale will include one or more of the Leases. The Debtor occupies the leased property under the Office Lease (as defined in Exhibit A) for office space from which it operates the business, and uses the leased property under the Storage Unit Leases (as defined in Exhibit A) to store certain assets, which such leases may be critical assets of the Debtor. The property use rights set forth in the Property Use Agreement, the Course and Facility Access Agreement and the Lodge & Spa Access Agreement may also be critical assets of the Debtor. Although the Pro-Shop Lease (defined in Exhibit A) and the Property Use Agreement involve leased property on the Short Course, which is not currently operational, such leases and/or agreements may be critical assets of the Debtor due to the Contemplated Sale. The proposed extension would not damage any counterparty to any of the Leases or prejudice such counterparties' ability to recover rejection damages available to them under the Bankruptcy Code. The Debtor believes that any post-petition amounts due under the Leases are being paid, as applicable. Further, the Debtor believes it is performing, and will continue to 5
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perform, its other post-petition obligations as required under the terms of the Leases, in a timely fashion, to the extent required by section 365(d)(3) of the Bankruptcy Code. The Debtor's Case is complex since the Debtor has been diligently operating its business and attending to the administration of the Case while at the same time addressing a motion for change of venue and a motion to approve a chapter 11 trustee, and negotiating Debtor-inPossession financing with Alpine Bank. These matters have dominated the Debtor's time and have collectively resulted in a global settlement of many of these disputes. Due to the foregoing, the Debtor has not been in a position to assess each of the Leases and determine whether to assume or reject. Moreover, in light of the Contemplated Sale, the Debtor should be allowed additional time to assess its options with respect to the Leases concurrently with the timing of the Contemplated Sale. The extension of time requested herein will allow the Debtor to timely consider whether it is economically advantageous to assume or reject the Leases in connection with the timing of the Contemplated Sale, as such Leases may or may not be assumed or rejected as part of such sale, thereby allowing the Debtor to maximize the value of the Debtor's Leases. In the Debtor's business judgment, it is not prudent for the Debtor to decide now whether to assume or reject the Leases in light of the Contemplated Sale. The Court's failure to grant such extension and, indeed, thereby forcing the Debtor to decide now whether to assume or reject the Leases could significantly prejudice the Debtor and its creditors by depriving the Debtor of the ability to assess its options with respect to the Leases at the time of the Contemplated Sale which would likely result in the failure to maximize the value of the Debtor's Leases. Further, any premature assumption or rejection of the Leases would most likely result in the Debtor, to the detriment of its creditors, incurring potentially significant administrative expenses including possible rejection claims. Therefore, cause exists for the Court to extend the period for the Debtor to assume or reject the Leases. C. The Debtor's Request to Extend the Leases is Timely

Pursuant to Bankruptcy Code Section 365(d)(4)(B)(i), the Court may extend the period determined under Section 365(d)(4)(A) prior to the expiration of the 120-day period on the Debtor's Motion for cause. Since the Debtor is making this extension request prior to the expiration of the 120-day statutory period, which is October 24, 2012, this Motion is timely. III. CONCLUSION WHEREFORE, the Debtor respectfully requests that this Court, in the form of the order submitted herewith, (a) extend the deadline for the Debtor to assume or reject the Leases to and including January 22, 2013, and (b) grant such other and further relief as may be just and proper.

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Dated: September 28, 2012

Christopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Dawn A. Messick (CA No. 236941) Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: 619-234-6655 Facsimile: 619-234-3510 Email: ccelentino@foley.com Email: mbistrow@foley.com Email: dmessick@foley.com Counsel for Debtor and Debtor in Possession -andSENDER & WASSERMAN, P.C. /s/ David V. Wadsworth Harvey Sender, #7546 David V. Wadsworth, #32066 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Telephone: 303-296-1999 Facsimile: 303-296-7600 Email: sender@sendwass.com; dvw@sendwass.com Counsel for Debtor and Debtor in Possession

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Exhibit A - Leases
Original Date of Lease
(each as originally written and as may have been amended thereafter from time to time, and in all events in its currently effective form)

Lease

Leased Property Address (non residential, and as further set

forth in the lease agreement)

Lessor/Lessee* and Address

3/1/2010

Lease Agreement by and between the Debtor and River Centre Development LLC (the "Office Lease") Rental Agreement by and between the Debtor and Alpine Self Storage ("Storage Unit One")

Office space located at: 97 Main Street E202 Edwards, Co 81632

River Centre Development LLC (Lessor) 27 Main Street Edwards, Colorado 81632 Alpine Self Storage (Lessor) 800 Chambers Avenue P.O. Box 1014 Eagle, Colorado 81631 Alpine Self Storage (Lessor) 800 Chambers Avenue P.O. Box 1014 Eagle, Colorado 81631 Alpine Self Storage (Lessor) 800 Chambers Avenue P.O. Box 1014 Eagle, Colorado 81631

7/17/2009

800 Chambers Avenue (storage unit M14) P.O. Box 1014 Eagle, Colorado 81631

7/17/2009

Rental Agreement by and between the Debtor and Alpine Self Storage ("Storage Unit Two")

800 Chambers Avenue (storage unit M20) P.O. Box 1014 Eagle, Colorado 81631

7/17/2009

Rental Agreement by and between the Debtor and Alpine Self Storage ("Storage Unit Three" and, collectively with Storage Unit One and Storage Unit Two, the "Storage Unit Leases")

800 Chambers Avenue (storage unit M25) P.O. Box 1014 Eagle, Colorado 81631

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Original Date of Lease

(each as originally written and as may have been amended thereafter from time to time, and in all events in its currently effective form)

Lease

Leased Property Address (non residential, and as further set

forth in the lease agreement)

Lessor/Lessee* and Address

12/18/2003

Lease originally by and between Galena Partners and Cordillera Lodge & Spa LLC, and as subsequently assigned to the Debtor as lessee and appears to have been subsequently assigned Behringer Harvard Cordillera, LLC as lessor (the "Pro-Shop Lease")

A portion of the building for the proshop on the Short Course located at: 100 Kensignton Drive, Eagle County, Colorado

Behringer Harvard Cordillera, LLC (Lessor) c/o Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808 and/or Cordillera Lodge & Spa, LLC (Appears to be previous lessor) 2041 Sidewinder Drive, Suite 4 Salt Lake City, UT 84060

12/18/2003

Property Use Agreement originally by and among Eagle Golf LLC ("Eagle"), Galena Partners ("Galena") and Kensington Partners ("Kensington", collectively, with Eagle and Galena, "Owner"), Colorado Hotel Operator, Inc. ("Manager") and Fandango Cordillera ("Operator"), as subsequently assigned to the Debtor as owner of the subject property and where RockResorts International, LLC was appointed as operator in place of Fandango Cordillera (the "Property Use Agreement")

Services to and on Short Course as set forth therein

RockResorts International, LLC (Operator/lessee) 2401 East Second Avenue, Suite 600 Denver, CO 80206 and/or Fandango Cordillera, L.L.C. (Appears to be previous operator/lessee) c/o Pharos Group, LLC P.O. Box 680127 Park City, UT 84068-0127 and Colorado Hotel Operator, Inc. (Manager/lessee) c/o Pharos Group, LLC P.O. Box 680127 Park City, UT 84068-0127

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Original Date of Lease

(each as originally written and as may have been amended thereafter from time to time, and in all events in its currently effective form)

Lease

Leased Property Address (non residential, and as further set

forth in the lease agreement)

Lessor/Lessee* and Address

10/1/2003

Lodge Access and Use Easement and Agreement, as originally entered into by and among Stag Gulch Partners, Cordillera Valley Club Investors Limited Partnership, Galena Partners, Squaw Creek Realty Corp., Eagle Golf LLC, Valley Golf LLC and Cordillera Summit Golf, Inc. (collectively, the "Club Owners"), Cordillera Club Properties, LLC ("Club Operator"), Galena Partners, and Kensignton Partners ("Lodge Owner"), as subsequently transferred to the Debtor and appears to have been transferred to Behringer Harvard Cordillera, LLC as lodge owner (the "Course and Facility Access Agreement"), and any leases or agreements that may be deemed leases referenced therein.

Provides certain access rights to the Debtor's property as set forth therein

Behringer Harvard Cordillera, LLC (Lessee) c/o Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808 and/or Cordillera Lodge & Spa, LLC (Appears to be previous lessee) 2041 Sidewinder Drive, Suite 4 Salt Lake City, UT 84060

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12/2003

Amended and Restated Club Access and Use Agreement originally by and among Stag Gulch Partners, Cordillera Valley Club Investors Limited Partnership, Galena Partners, Squaw Creek Realty Corp., Eagle Golf LLC, Valley Golf, LLC and Cordillera Summit Golf, Inc. (Club Owners), Cordillera Club Properties, LLC (Club Operator) and Cordillera Lodge & Spa LLC (Lodge Owner), as subsequently transferred to Debtor and appears to have been transferred to Behringer Harvard Cordillera, LLC as lodge owner (the "Lodge & Spa Access Agreement"), and any leases or agreements that may be deemed leases referenced therein.

Rights to access and use certain facilities and services at the Cordillera Lodge & Spa as set forth therein

Behringer Harvard Cordillera, LLC (Lessor) c/o Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808 and/or Cordillera Lodge and Spa LLC (Appears to be previous lessor) 2041 Sidewinder Drive, Suite 4 Salt Lake City, UT 84060

*The Debtor is informed that the rights of certain non-Debtor lessors and lessees, as applicable, to certain leases set forth herein may have been assigned and/or otherwise transferred to other parties since the initial execution of such lease. Out of an abundance of caution, the Debtor has included the multiple parties set forth herein as possible current and/or prior lessors and lessees, as applicable, and will serve the Motion and related documents to such parties. Where multiple possible addresses are known, only one is listed herein and the remaining are on the proof of service for the Motion.

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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Debtor. ORDER ON MOTION FOR ENTRY OF AN ORDER EXTENDING THE DEADLINE UNDER SECTION 365(d)(4) OF THE BANKRUPTCY CODE TO ASSUME OR REJECT CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY THIS MATTER comes before the Court on the Motion for Entry of an Order Extending the Deadline Under Section 365(d)(4) of the Bankruptcy Code to Assume or Reject Certain Unexpired Leases of Nonresidential Real Property (the "Motion")1 filed by Cordillera Golf Club, LLC dba The Club at Cordillera (the "Debtor"). The Court having reviewed the Motion, and finding that good cause exists for granting the relief requested therein, and no further notice of the Motion is necessary or appropriate, it is hereby: ORDERED, that the Motion is granted; IT IS FURTHER ORDERED, that, subject to any longer period permitted under applicable law, the Debtor shall have an extension of time to and including January 22, 2013, within which to determine whether to assume or reject each of the Leases; IT IS FURTHER ORDERED, that nothing herein or in the Motion shall limit the rights or remedies of the Debtor related to the Leases or determine characterization thereof under applicable law; and IT IS FURTHER ORDERED, that the Court shall retain jurisdiction with respect to any matters, claims, rights or disputes arising from or related to the implementation of this Order, and enforcement thereof. Dated: October , 2012 BY THE COURT _____________________________________ United States Bankruptcy Judge Case No. 12-24882 ABC Chapter 11

Unless otherwise defined, all capitalized terms herein have the same meanings as set forth in the Motion.